EXHIBIT 4.3 




















STOCK PURCHASE
AGREEMENT 



By and Between 



NYCOMED DANMARK ApS 



and 



NPS PHARMACEUTICALS,
INC. 













April 20, 2004 




















STOCK PURCHASE
AGREEMENT 



TABLE OF CONTENTS


  



				
	 1	PURCHASE AND SALE OF SHARES	1 
	
2	PURCHASE PRICE - PAYMENT	1 
		2.1	Purchase Price	1 
		2.2	Delivery of Shares; Payment of Purchase Price	1 
	
3	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	2 
		3.1	Corporate	2 
		3.2	Authorization	2 
		3.3	Capitalization	2 
		3.4	Issuance of Shares	3 
		3.5	Filings with the SEC	3 
		3.6	Financial Information	4 
		3.7	No Violation	4 
		3.8	Absence of Certain Changes	4 
		3.9	Material Non-Public Information	4 
		3.10	Litigation	5 
		3.11	Transactions with Affiliates	5 
		3.12	Intellectual Property	6 
		3.13	Environmental Matters	6 
		3.14	Material Contracts	7 
		3.15	Compliance with Laws; Permits	7 
		3.16	Registration and Trading of Common Stock	7 
		3.17	Registration or First Offer Rights	7 
		3.18	FDA and Regulatory Rights	7 
	
4	REPRESENTATIONS AND WARRANTIES OF THE BUYER	8 
		4.1	Corporate	8 
		4.2	Authority	8 
		4.3	Securities Law Matters	9 
	
5	PRE-CLOSING COVENANTS	9 
		5.1	Closing Efforts	9 
		5.2	Operation of Business	9 
	
6	CONDITIONS TO CLOSING	10 
		6.1	Conditions to the Obligations of the Buyer	10 
		6.2	Conditions to the Obligations of the Company	11 
	
7	TERMINATION	11 
		7.1	Termination of Agreement	11 
		7.2	Effect of Termination	12 








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8	MISCELLANEOUS	12 
		8.1	Disclosures and Announcements	12 
		8.2	Assignment; Parties in Interest	12 
		8.3	Law Governing Agreement	13 
		8.4	Amendment and Modification	13 
		8.5	Notice	13 
		8.6	Survival	14 
		8.7	No Finders or Brokers	14 
		8.8	Expenses	14 
		8.9	Entire Agreement	15 
		8.10	Counterparts; Facsimile Signatures	15 
		8.11	Headings	15 
		8.12	Severability	15 
		8.13	Venue	15 

























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STOCK PURCHASE AGREEMENT 



            This
STOCK PURCHASE AGREEMENT (this “Agreement”) dated April 20, 2004, by and
between Nycomed Danmark ApS, a Danish corporation (the “Buyer”), and NPS
Pharmaceuticals, Inc., a Delaware corporation (the “Company”). 



            WHEREAS,
the Company desires to issue and sell, and the Buyer desires to purchase, shares of the
Company’s Common Stock, $.001 par value per share (the “Common
Stock”); and 



            WHEREAS,
in connection with the execution and delivery of this Agreement, the Company and the Buyer
have entered into a Registration Rights Agreement dated as of the date hereof, pursuant to
which the Company is granting certain rights pertaining to the shares of Common Stock to
be purchased by the Buyer pursuant to this Agreement (the “Registration Rights
Agreement”); 



            NOW,
THEREFORE, in consideration of the respective representations, warranties, covenants and
agreements hereinafter set forth, and intending to be legally bound hereby, the parties
hereto agree as follows: 



	1.  	PURCHASE
AND SALE OF SHARES  






            Subject
to the terms and conditions of this Agreement, on the Closing Date (as defined below) the
Company will sell to the Buyer and the Buyer will purchase from the Company 1,333,333
shares of the Company’s Common Stock (the “Shares”). The closing of
the sale and purchase of the Shares (the “Closing”) will take place at
the offices of Foley & Lardner LLP, 3000 K Street, NW, Washington, District of
Columbia at 10:00 a.m. (Washington, DC time) on April 27, 2004 or on the first business
day thereafter on which each of the conditions to Closing in Article 5 are fulfilled
or waived, or at such other time, date and place as are mutually agreeable to the Buyer
and the Company. The date of the Closing is hereinafter referred to as the
“Closing Date.” 



	2.  	PURCHASE
PRICE —PAYMENT  






	 	2.1 	Purchase
Price.  






                        The
purchase price (the “Purchase Price”) paid for the Shares will be an
aggregate of US $40 million (Forty Million United States Dollars). 



	 	2.2 	Delivery
of Shares; Payment of Purchase Price.  






                        At
the Closing, the Company will deliver to the Buyer a certificate registered in the name of
the Buyer representing the Shares against payment therefor of the Purchase Price by the
Buyer to the Company via wire transfer of immediately available United States Dollars in
accordance with the wire transfer instructions attached hereto as Exhibit A. 















	3.  	REPRESENTATIONS
AND WARRANTIES OF THE COMPANY  






            The
Company represents and warrants to the Buyer that the statements contained in this Section
3 are true and correct. 



	 	3.1 	Corporate.  






	 	3.1.(a)	Organization.
The Company is a corporation duly organized, validly           existing and in good
standing under the laws of the State of Delaware. The           Company has paid when due
all Delaware franchise taxes. The Company is duly           qualified to conduct the
business it is currently engaged in. The Company is in           good standing under the
laws of and has paid when due all foreign qualification           fees and franchise
taxes with respect to, each jurisdiction in which the nature           of its businesses
or the ownership or leasing of its properties requires such           qualification,
except where the failure to be so qualified, in good standing or           to have paid
such fees or taxes is not reasonably likely to have a Material           Adverse Effect
(as defined in Section 3.8 below).  






	 	3.1.(b)	Corporate
Power. The Company has all requisite corporate power and           authority to (i) own,
operate and lease its properties and to carry on its           business as and where such
business is now being conducted, (ii) enter into           and perform its
obligations under this Agreement, the Registration Rights           Agreement and any
other documents or instruments to be executed and delivered by           the Company in
connection with the transactions contemplated hereby and thereby           (collectively,
the “Transaction  Documents”), and (iii) to           carry out the
transactions contemplated hereby and thereby.  






	 	3.1.(c)	Corporate
Documents, etc. The copies of the Company’s Amended and           Restated
Certificate of Incorporation, as amended (the “Certificate of
          Incorporation”), and Amended and Restated By-Laws, as amended (the
          “By-Laws”), which have been delivered to the Buyer are true,
          correct and complete copies of such instruments as presently in effect.  






	 	3.2 	Authorization.  






                        The
execution and delivery of this Agreement and each of the other Transaction Documents, and
full performance hereunder and thereunder, have been duly authorized by the Board of
Directors of the Company, and no other or further corporate act on the part of the Company
or its shareholders is necessary therefor. This Agreement and each of the other
Transaction Documents constitutes a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization or other similar
laws affecting creditors’ rights generally, and by general equitable principles. 








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	 	3.3 	Capitalization.  






                        The
authorized capital stock of the Company consists of (a) 105,000,000 shares of Common
Stock, $.001 par value per share, of which 37,212,058 shares were issued and outstanding
as of April 6, 2004, and (b) 5,000,000 shares of Preferred Stock, $.001 par value per
share (the “Preferred Stock”), of which no shares were issued or
outstanding as of the date hereof. All of the issued and outstanding shares of Common
Stock are duly authorized, validly issued, fully paid, nonassessable and free of all
preemptive rights and were issued in compliance with all applicable federal, state and
foreign securities laws. There have been no material changes in the Company’s
capitalization since December 31, 2003. Options to purchase an aggregate of 3,900,856
shares of Common Stock were outstanding as of April 6, 2004. Except for the Company’s
3.0% Convertible Notes due 2008, there are no other options, warrants, instruments
(including convertible debt instruments), calls, rights (including conversion or
preemptive rights and rights of first refusal), proxy or stockholder agreements, or other
commitments or agreements of any character to which the Company or any of its subsidiaries
is a party or by which the Company or any of its subsidiaries is bound obligating the
Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered,
sold, repurchased or redeemed, any shares of the capital stock of the Company or
obligating the Company to grant, extend or enter into any such option, warrant, call,
right, commitment or agreement. 



	 	3.4 	Issuance
of Shares.  






                        The
offer, issuance, sale and delivery of the Shares in accordance with this Agreement have
been duly authorized by all necessary corporate action on the part of the Company. The
Shares, when issued, sold and delivered against payment therefor in accordance with the
terms of this Agreement, will be duly and validly issued, fully paid and nonassessable,
and will be free of any lien or encumbrance; provided, however, that the
Shares may be subject to restrictions on transfer under state or federal securities laws
as set forth herein or as otherwise required by such laws at the time a transfer is
proposed. The sale of the Shares is not, and the issuance of the Shares will not be,
subject to any preemptive right or right of first refusal that has not been properly
waived or complied with. Based in part upon the representations and warranties made by the
Buyer in Section 4.3 of this Agreement, the offer, issuance and sale of the Shares to the
Buyer pursuant to this Agreement will comply with applicable exemptions from (i) the
registration and prospectus delivery requirements of the Securities Act of 1933, as
amended (the “Securities Act”), and (ii) the registration and
qualification requirements of all applicable securities laws of the states of the United
States. Neither the Company nor any authorized agent acting on its behalf will take any
action hereafter that would cause the loss of such exemptions. 



	 	3.5 	Filings
with the SEC.  






                        The
Company has made all filings with, and furnished all documents to, the Securities and
Exchange Commission (the “SEC”) that it has been required to file and
furnish (collectively, the “Public Reports”), including, without
limitation, all filings under the Securities Act and the Securities Exchange Act of 1934,
as amended (the “Securities Exchange Act”). Each of the Public Reports
complies in all material respects with all applicable requirements of the Securities Act
and the Securities Exchange Act and the rules and regulations of the SEC thereunder. None
of the Public Reports, as of their respective dates, contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading. All contracts and other documents required to
be filed by the Company with the SEC as exhibits to the Public Reports have been filed. As
of the date hereof, the Company meets the requirements for use of Form S-3 for
registration of the resale of Registrable Securities (as defined in the Registration
Rights Agreement) and does not have any knowledge or reason to believe that it does not
meet such requirements or any knowledge of any fact which would reasonably result in its
not meeting such requirements. 






3 












	 	3.6 	Financial
Information.  






                        The
audited consolidated financial statements included in the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2003, including the related footnotes
thereto, (a) complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect thereto, (b)
were prepared in accordance with United States generally accepted accounting principles
applied on a consistent basis (except as may be indicated in such financial statements or
the notes thereto), (c) fairly present in all material respects the consolidated financial
position of the Company as of the dates indicated and the results of its operations and
cash flows for the periods indicated, and (d) are consistent with the books and records of
the Company in all material respects. 



	 	3.7 	No
Violation.  






                        Neither
the execution, delivery and performance of this Agreement or any of the other Transaction
Documents nor the consummation by the Company of the transactions contemplated hereby or
thereby (a) will violate any statute, law, ordinance, rule or regulation or any
order, writ, injunction, judgment, plan or decree of any court, arbitrator, department,
commission, board, bureau, agency, authority, instrumentality or other governmental or
regulatory body, whether federal, state, municipal, foreign or other (each a
“Government Entity”), (b) will require any permit, authorization,
consent or approval of, exemption or other action by, notice to or filing with any
Government Entity, or (c) will violate or conflict with, or constitute a breach or
default (or an event which, with notice or lapse of time, or both, would constitute a
breach or default) under, or will result in the termination of, the forfeiture of any
rights under or accelerate the performance required by, or result in the creation of any
lien upon any of the assets of the Company (or the Shares) under, or require any notice,
consent or waiver under, any term or provision of the Certificate of Incorporation,
By-Laws or of any contract, commitment, understanding, arrangement, agreement or
restriction of any kind or character to which the Company or any of its subsidiaries is a
party or by which the Company, any of its subsidiaries or any of their respective assets
or properties is or may be bound or subject. 



	 	3.8 	Absence
of Certain Changes.  






                        Since
December 31, 2003, there has been no change or development that has had or could
reasonably be expected to have, either individually or in the aggregate, a material
adverse effect on the business, assets, liabilities, properties, financial condition or
results of operation of the Company and its subsidiaries, taken as a whole (a
“Material Adverse Effect”). 



	 	3.9 	Material
Non-Public Information.  






                        Except
for the subject-matter of this Agreement, the Transaction Documents and the transactions
related thereto, the Company has not provided Buyer with any material information that has
not already been disclosed in its Public Reports. Subject to Section 8.1, the Company
shall, as soon as practicable (and in any event within 5 business days) following the
Closing, file a Current Report on Form 8-K and/or issue a press release that discloses the
Closing and any material, non-public information regarding the subject-matter of this
Agreement and the Transaction Documents and the transactions related thereto. 








4 











	 	3.10 	Litigation.  






                        Except
as disclosed in the Public Reports, there is no Legal Proceeding (as defined below) which
(a) is pending or has been, to the knowledge of the Company, threatened against the
Company or any subsidiary of the Company or (b) to the knowledge of the Company, is
pending or has been threatened against any of the officers or directors of the Company or
any subsidiary of the Company and which, in the case of clauses (a) and (b),
(i) could reasonably be expected to have a Material Adverse Effect or (ii) in any
manner challenges or seeks to prevent, enjoin, alter or delay the transactions
contemplated hereby or by the other Transaction Documents. There is no material Legal
Proceeding filed by the Company currently pending and the Company does not currently
intend to initiate any such material Legal Proceeding. As used in this Agreement,
“Legal Proceeding” means any action, suit, proceeding, claim, arbitration or
investigation before any Government Entity. 



	 	3.11 	Transactions
with Affiliates.  






                        Since
December 31, 2003, neither the Company nor any of its subsidiaries has entered into any
relationship or transaction with any director, director nominee or executive officer of
the Company (or any immediate family member of any of the foregoing) or, to the knowledge
of the Company, any security holder of the Company who is known to the Company to own of
record or beneficially more than 5% of the Common Stock (or any member of the immediate
family member of such person), which relationship or transaction would be required to be
disclosed by the Company pursuant to Item 404 of Regulation S-K of the SEC. 













5 












	 	3.12 	Intellectual
Property.  






                        The
Company and its subsidiaries own or have the right to use any and all Intellectual
Property (as defined below) necessary to conduct the business of the Company and its
subsidiaries as currently conducted, and, to their knowledge, that would be used or
necessary as such business is planned to be conducted, except where the failure to own or
possess such rights would not result in a Material Adverse Effect. For the purposes of
this Agreement, the term “Intellectual Property” means (a) patents,
trademarks, service marks, trade names, domain names, copyrights, designs and trade
secrets, (b) applications for and registrations of such patents, trademarks, service
marks, trade names, domain names, copyrights and designs, (c) processes, formulae,
methods, schematics, technology, know-how, computer software programs and applications,
and (d) other tangible or intangible proprietary or confidential information and
materials. No claims have been made, and to the Company’s knowledge, no claims are
threatened, that challenge the validity or scope of any material Intellectual Property of
the Company or any of its subsidiaries. The Company and each of its subsidiaries have
taken reasonable measures to protect the proprietary nature of their Intellectual
Property. No action or claim has been filed, is pending or, to the Company’s
knowledge, has been threatened against the Company or any of its subsidiaries based upon
or challenging or seeking to deny or restrict the ownership by the Company or any of its
subsidiaries of any Intellectual Property. Neither the Company nor any of its subsidiaries
has received any written notice that it is in conflict with or infringing upon the
asserted intellectual property rights of others, and, to the Company’s knowledge,
neither the use of any Intellectual Property by the Company or any of its subsidiaries nor
the operation of the business of the Company and its subsidiaries is infringing or has
infringed upon the intellectual property rights of any third party. 



	 	3.13 	Environmental
Matters.  






                        The
Company and its subsidiaries (a) are in compliance with any and all Environmental Laws (as
defined below), (b) have received all permits, licenses or other approvals required of
them under applicable Environmental Laws to conduct their respective businesses, and (c)
are in compliance with all terms and conditions of any such permit, license or approval,
except in each case where the failure of the Company and its subsidiaries would not,
either individually or in the aggregate, have a Material Adverse Effect. The Company has
not received any notice with respect to, nor is any action pending, or to the knowledge of
the Company, threatened in connection with, any past or present releases of any material
into the environment, actions, activities, circumstances, conditions, events, incidents,
or contractual obligations which may give rise to any common law environmental liability
or any liability under any Environmental Law, except in each case actions that would not,
either individually or in the aggregate, have a Material Adverse Effect. As used in this
Agreement, the term “Environmental Laws” means all federal, state, local and
foreign laws relating to the protection, investigation or restoration of the environment,
or human health and safety, including, without limitation, laws relating to emissions,
discharges, releases or threatened releases of chemicals, pollutants, contaminants, or
toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)
into the environment, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well
as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations issued,
entered, promulgated or approved thereunder. 




6 











	 	3.14 	Material
Contracts.  






                        Except
for this Agreement and the other Transaction Documents, since December 31, 2003, neither
the Company nor any subsidiary of the Company has entered into any contract or other
agreement which would be required to be filed by the Company with the SEC pursuant to Item
601(b)(10) of Regulation S-K of the SEC. 



	 	3.15 	Compliance
with Laws; Permits.  






                        Neither
the Company nor any of its subsidiaries is in violation of any applicable statute, rule,
regulation, order, judgment, decree, writ or restriction of any Government Entity in
respect of the conduct of its businesses or the ownership of its properties (including,
without limitation, environmental and occupational health and safety laws), which
violation has had or could reasonably be expected to have a Material Adverse Effect.
Neither the Company nor any of its subsidiaries has received any notice of, nor does the
Company have any knowledge of, any violation (or of any investigation, inspection, audit
or other proceeding by any Government Entity involving allegations of any violation) of
any applicable law involving or related to the Company or any of its subsidiaries that has
not been dismissed or otherwise disposed of and which, if true, could reasonably be
expected to have a Material Adverse Effect. 



	 	3.16 	Registration
and Trading of Common Stock.  






                        The
Company has registered its Common Stock pursuant to Section 12(g) of the Securities
Exchange Act. The Common Stock is currently approved for trading on The NASDAQ National
Market, and the Company has not been notified of, and does not otherwise have knowledge
of, any proceeding to revoke or suspend such approval. 



	 	3.17 	Registration
or First Offer Rights.  






                        Except
as provided in or contemplated by the Registration Rights Agreement or disclosed in the
Public Reports, the Company has not granted or agreed to grant any registration rights,
including piggyback rights, or any right of first offer or other preemptive rights to any
Person. 








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	 	3.18 	FDA
and Regulatory Rights.  






                        The
Company and each of its subsidiaries has filed with the U.S. Food and Drug Administration
(the “FDA”) and all other applicable foreign, state and local regulatory
bodies for, and received approval of, all registrations, applications, licenses, requests
for exemptions, permits and other regulatory authorizations material to the conduct of its
business as now conducted. The Company and its subsidiaries are in compliance with all
such registrations, applications, licenses, requests for exemptions, permits and other
regulatory authorizations, and all applicable FDA, foreign, state and local rules and
regulations; and the Company has no reason to believe that any party granting any such
registration, application, license, request for exemption, permit or other authorization
is considering limiting, suspending or revoking the same in any respect, except, in each
case, where any such failure to comply, or any such limitation, suspension or revocation,
would not, individually or in the aggregate, have a Material Adverse Effect. Each of the
human clinical trials, animal studies and other preclinical tests conducted by the Company
or any of its subsidiaries, or in which the Company or any of its subsidiaries have
participated and such studies and tests conducted on behalf of the Company or any of its
subsidiaries, were and, if still pending, are being conducted in all material respects (a)
in accordance with experimental protocols, procedures and controls generally used by
qualified experts in the preclinical or clinical study of products comparable to those
being developed by the Company and (b) in compliance with all applicable current Good
Laboratory and Good Clinical Practices; the descriptions of the results of such studies,
tests and trials contained in the Public Reports are accurate and complete in all material
respects, and the Company has no knowledge of any other trials, studies or tests, the
results of which reasonably call into question the results described or referred to in the
Public Reports; and neither the Company nor any of its subsidiaries has received any
notices or correspondence from the FDA or any other governmental agency requiring the
termination, suspension or modification (other than such modifications as are normal in
the regulatory process) of any animal studies, preclinical tests or clinical trials
conducted by or on behalf of the Company or any of its subsidiaries or in which the
Company or any of its subsidiaries have participated. 



	4.  	REPRESENTATIONS
AND WARRANTIES OF THE BUYER  






            The
Buyer represents and warrants to the Company that the statements contained in this
Section 4 are true and correct. 



	 	4.1 	Corporate.  






	 	4.1.(a)	Organization.
The Buyer is a corporation duly organized, validly existing           and in good
standing under the laws of Denmark.  






	 	4.1.(b)	Corporate
Power. The Buyer has all requisite corporate power to enter           into this
Agreement and the other Transaction Documents to be executed and           delivered by
the Buyer pursuant to the terms hereof.  






	 	4.2 	Authority.  






                        The
execution and delivery of this Agreement and the other Transaction Documents to be
executed and delivered by the Buyer pursuant hereto and the consummation by the Buyer of
the transactions contemplated hereby and thereby have been duly authorized by the Board of
Directors of the Buyer. No other corporate act or proceeding on the part of the Buyer or
its shareholders is necessary to authorize this Agreement or the other Transaction
Documents to be executed and delivered by the Buyer pursuant hereto or the consummation by
the Buyer of the transactions contemplated hereby and thereby. This Agreement and each of
the other Transaction Documents executed and delivered by the Buyer constitutes a valid
and binding agreement of the Buyer, enforceable against the Buyer in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting creditors’ rights generally, and by
general equitable principles. 







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	 	4.3 	Securities
Law Matters.  






	 	4.3.(a)	Accredited
Investor. The Buyer is an “accredited investor”          within the meaning
of Rule 501(a) promulgated under the Securities Act.  






	 	4.3.(b)	Investment
Intent. The Buyer is purchasing the Shares for its own           account, with no
view to any distribution thereof in a transaction that would           violate the
Securities Act or the securities laws of any state of the United           States or any
other applicable jurisdiction.  






	 	4.3.(c)	Access
to Information. The Buyer acknowledges that it has had access to           such
financial and other information regarding the Company, and has been           afforded
the opportunity to ask questions of representatives of the Company and           receive
answers thereto, as the Buyer has deemed necessary in connection with           its
decision to purchase the Shares, provided, that, in no event
          shall this representation in any way limit or modify the Buyer’s right to
          rely on, or to recover for any breach of, the representations and warranties
set           forth in Section 3 of this Agreement.  






	 	4.3.(d)	Shares
are Restricted Securities. The Buyer acknowledges that the Shares           are being
offered and sold in a transaction not involving a public offering           within the
meaning of the Securities Act and that the sale of the Shares has not           been
registered under the Securities Act or any securities law of any state in           the
United States, and the Buyer agrees that the Shares may only be offered,
          resold, pledged or otherwise transferred (i) pursuant to a transaction
          exempt from the registration requirements of the Securities Act, or
          (ii) pursuant to an effective registration statement under the Securities
          Act, and in each case, in accordance with any applicable securities laws of any
          state of the United States or any other applicable jurisdiction.  






	5. 	PRE-CLOSING
COVENANTS






	 	5.1 	Closing
Efforts.  






                        Each
of the parties shall use its reasonable best efforts to take all actions and to do all
things necessary, proper or advisable to consummate the transactions contemplated by this
Agreement, including using its reasonable best efforts to cause (a) its representations
and warranties to remain true and correct in all material respects through the Closing
Date and (b) the conditions to the obligations of the other party to consummate the
transactions contemplated by this Agreement to be satisfied. 



	 	5.2 	Operation
of Business.  






                        During
the period from the date of this Agreement to the Closing, the Company shall (and shall
cause each subsidiary to) conduct its operations in the ordinary course of business and in
material compliance with all applicable laws and regulations. 






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	6.  	CONDITIONS
TO CLOSING  






	 	6.1 	Conditions
to the Obligations of the Buyer. 






                        The
obligation of the Buyer to effect the transactions contemplated by this Agreement is
subject to the fulfillment, or the waiver by the Buyer, of each of the following
conditions at or before the Closing: 



	 	6.1.(a)	Accuracy
of Representations and Warranties. Each representation and           warranty
contained in Section 3 shall be true and correct in all material           respects on
and as of the Closing Date (except that any representation and           warranty that by
its terms is already subject to a materiality or a Material           Adverse Effect
qualification shall be true and correct in all respects) with the           same effect
as though such representation and warranty had been made on and as           of that
date; and the Buyer shall have received a certificate signed on behalf           of the
Company by the chief executive officer and chief financial officer of the
          Company to such effect.  






	 	6.1.(b)	Performance.
The Company shall have performed, satisfied and complied in           all material
respects with the agreements and conditions contained in this           Agreement
required to be performed, satisfied or complied with by the Company at           or prior
to the Closing, and the Buyer shall have received a certificate signed           on
behalf of the Company by the chief executive officer and chief financial
          officer of the Company to such effect.  






	 	6.1.(c)	No
Governmental Proceedings. No proceeding challenging this Agreement,           the
other Transaction Documents or the transactions contemplated hereby or           thereby,
or seeking to prohibit, alter, prevent or materially delay the Closing,           shall
have been instituted and remain pending before any Government Entity.  






	 	6.1.(d)	Registration
Rights Agreement. The Registration Rights Agreement shall           have been
executed and delivered by Company.  






	 	6.1.(e)	Opinion.
The Buyer shall have received from James U. Jensen, Vice           President,
Corporate Development and Legal Affairs, and Secretary of the           Company, a legal
opinion in form and substance reasonably satisfactory to the           Buyer.  






	 	6.1.(f)	Good
Standing Certificate. The Company shall have delivered to the Buyer           a
certificate as of a recent date evidencing the incorporation and good standing
          of the Company in the State of Delaware issued by the Secretary of State of the
          State of Delaware.  






	 	6.1.(g)	Registration
Statement. The Company shall have delivered to the Buyer           evidence
reasonably satisfactory to the Buyer that the registration statement to           be
filed pursuant to the Registration Rights Agreement is ready for filing with
          the SEC, including without limitation delivery of copies of (i) the
registration           statement with all exhibits and signatures thereto and (ii)
consents of the           Company’s accountants and legal counsel, each in form and
substance           reasonably acceptable to the Buyer.  







10 











	 	6.1.(h)	Other
Matters. All corporate and other proceedings in connection with the
          transactions contemplated by this Agreement, the other Transaction Documents
and           all documents and instruments incident to such transactions shall be
reasonably           satisfactory in form and substance to the Buyer, and the Buyer shall
have           received all such counterpart originals or certified or other copies of
such           documents as it may reasonably request.  






	 	6.2 	Conditions
to the Obligations of the Company. 






                        The
obligation of the Company to effect the transactions contemplated by this Agreement is
subject to the fulfillment, or the waiver by the Company, of each of the following
conditions at or before the Closing: 



	 	6.2.(a)	Accuracy
of Representations and Warranties. Each representation and           warranty
contained in Section 4 shall be true and correct in all material           respects on
and as of the Closing Date with the same effect as though such           representation
and warranty had been made on and as of the date, and the Company           shall have
received a certificate signed on behalf of the Buyer by an authorized           officer
of the Buyer to such effect.  






	 	6.2.(b)	Performance.
The Buyer shall have performed, satisfied and complied in           all material respects
with the agreements and conditions contained in this           Agreement required to be
performed, satisfied or complied with by the Buyer at           or prior to the Closing,
and the Company shall have received a certificate           signed on behalf of the Buyer
by an authorized officer of the Buyer to such           effect.  






	 	6.2.(c)	No
Governmental Proceedings. No proceeding challenging this Agreement,           the
other Transaction Documents or the transactions contemplated hereby or           thereby,
or seeking to prohibit, alter, prevent or materially delay the Closing,           shall
have been instituted and remain pending before any Government Entity.  






	 	6.2.(d)	Registration
Rights Agreement. The Registration Rights Agreement shall           have been
executed and delivered by Buyer.  






     	7.	
          TERMINATION 


          



	 	7.1 	Termination
of Agreement.  






                        The
parties may terminate this Agreement prior to the Closing as provided below: 



	 	7.1.(a)	the
parties may terminate this Agreement by mutual written consent;  






	 	7.1.(b)	the
Buyer may terminate this Agreement by giving written notice to the Company           in
the event the Company is in breach of any representation, warranty or           covenant
contained in this Agreement, and such breach (i) individually or           in
combination with any other such breach, would cause the conditions set forth           in
clauses (a) or (b) of Section 6.1 not to be satisfied and (ii) is           not
cured within 10 days following delivery by the Buyer to the Company of           written
notice of such breach;  







11 











	 	7.1.(c)	the
Company may terminate this Agreement by giving written notice to the Buyer           in
the event the Buyer is in breach of any representation, warranty or covenant
          contained in this Agreement, and such breach (i) individually or in
          combination with any other such breach, would cause the conditions set forth in
          clauses (a) or (b) of Section 6.2 not to be satisfied and (ii) is not
          cured within 10 days following delivery by the Company to the Buyer of written
          notice of such breach;  






	 	7.1.(d)	the
Buyer may terminate this Agreement by giving written notice to the Company           if
the Closing shall not have occurred on or before May 28, 2004 by reason           of
the failure of any condition precedent under Section 6.1 (unless the failure
          results primarily from a breach by the Buyer of any representation, warranty or
          covenant contained in this Agreement); or  






	 	7.1.(e)	the
Company may terminate this Agreement by giving written notice to the Buyer           if
the Closing shall not have occurred on or before May 28, 2004 by reason           of
the failure of any condition precedent under Section 6.2 (unless the
          failure results primarily from a breach by the Company of any representation,
          warranty or covenant contained in this Agreement).  






	 	7.2 	Effect
of Termination.  






                        If
either party terminates this Agreement pursuant to Section 7.1, all obligations of the
parties hereunder shall terminate without any liability to either party to the other party
(except for any liability of a party for breaches of this Agreement). 



	8.  	MISCELLANEOUS  






	 	8.1 	Disclosures
and Announcements.  






                        Announcements
concerning the transactions provided for in this Agreement by the Buyer or the Company
shall be subject to the approval of the other party in all essential respects, except that
approval of the Buyer or the Company, as the case may be, shall not be required as to any
statements and other information which the other party may submit to the SEC or be
required to make pursuant to any rule or regulation of the SEC or any stock exchange or
otherwise required by law, in which case the party required to disclose such information
shall use its reasonable best efforts to provide the other party with advance notice of
and opportunity to comment upon such disclosure. 



	 	8.2 	Assignment;
Parties in Interest.  






	 	8.2.(a)	Assignment.
Except as expressly provided herein, the rights and           obligations of a party
hereunder may not be assigned, transferred or encumbered           without the prior
written consent of the other party.  






	 	8.2.(b)	Parties
in Interest. This Agreement shall be binding upon, inure to the           benefit of,
and be enforceable by the respective successors and permitted           assigns of the
parties hereto. Nothing contained herein shall be deemed to           confer upon any
other person any right or remedy under or by reason of this           Agreement.  






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	 	8.3 	Law
Governing Agreement.  






                        This
Agreement may not be modified or terminated orally, and shall be construed and interpreted
according to the internal laws of the State of New York, excluding any choice of
law rules that may direct the application of the laws of another jurisdiction. 



	 	8.4 	Amendment
and Modification.  






                        The
Buyer and the Company may amend, modify and supplement this Agreement in such manner as
they may agree upon in writing. 



	 	8.5 	Notice.  






                        All
notices, requests, demands and other communications hereunder shall be given in writing
and shall be deemed delivered (a) four business days after being sent to the parties at
their respective addresses indicated herein by registered or certified mail, return
receipt requested and postage prepaid, or (b) three business days after being sent via a
reputable courier service guaranteeing international delivery within three business days.
The respective addresses to be used for all such notices, demands or requests are as
follows: 




	 	                  (i) 	If
to the Buyer, to: 






	 	
Nycomed Danmark ApS

Langebjerg 1

DK-4000 Roskilde

Denmark

Attention:  President

Facsimile:  +45 46 75 69 68 






	 	
(with
copies to)






	 	
Nycomed Group 
P.O. Box 205 
NO-1372 Asker, Norway 
Attention:  General Counsel 

Facsimile:  47 66 76 35 13 






	 	
Hale and Dorr LLP

60 State Street

Boston, Massachusetts 02109

Attention:  Stuart Falber, Esq.

Facsimile:  617-526-5000 











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	 	                  (ii) 	If
to the Company, to: 






	 	
NPS
Pharmaceuticals, Inc.

420 Chipeta Way

Salt Lake City, Utah  84108

Attention:  Office of the General Counsel

Facsimile:  (801) 583-4961






	 	
(with
a copy to)






	 	
Foley & Lardner LLP

3000 K Street, NW

Washington, DC  20007

Attention:  Thomas E. Hartman, Esq.

Facsimile:  (202) 672-5399








                        Any
party to this Agreement may give notice or other communication hereunder using any other
means (including personal delivery, messenger service, telecopy ordinary mail or
electronic mail), but no such notice or other communication shall be deemed to have been
duly given unless and until it actually is received by the party for whom it is intended.
Each party to this Agreement may change the address to which notices and other
communications hereunder are to be delivered by giving the other parties to this Agreement
notice in accordance with this Section. 



	 	8.6 	Survival.  






                        All
of the representations and warranties contained or provided for herein shall expire and no
longer be of any force or effect on the second anniversary of the date of this Agreement. 



	 	8.7 	No
Finders or Brokers.  






                        Each
party represents and warrants to the other that it has not engaged any investment banker,
finder or broker and neither is nor will be obligated to pay any finder’s fee or
commission in connection with the transactions contemplated hereby. Each party agrees to
indemnify and hold harmless the other from any liability for any fees, commissions or
other payments (and any costs and expenses) that may arise as a result of such
party’s breach of its representation and warranty made above in this
Section 8.7. 



	 	8.8 	Expenses.  






                        Regardless
of whether or not the transactions contemplated hereby are consummated, except as
otherwise provided herein or in the other Transaction Documents, each of the parties shall
bear its own expenses and the expenses of its counsel and other agents in connection with
the transactions contemplated hereby. The Company shall pay, and will hold the Buyer
harmless from, any and all transfer, stamp or other taxes, if any, that may arise in
connection with the issuance of the Shares to the Buyer. In the event that any suit,
action or arbitration is instituted in connection with any alleged breach of, or to
enforce any of the provisions in, this Agreement or any of the other Transaction
Documents, the prevailing party in such dispute shall be entitled to recover from the
losing party the reasonable fees and expenses of its attorneys and agents in connection
with such dispute, which shall include, without limitation, all fees, costs and expenses
of appeals. 






14 











	 	8.9 	Entire
Agreement.  






                        This
Agreement and the Transaction Documents collectively embody the entire agreement between
the parties hereto with respect to the transactions contemplated herein, and there have
been and are no agreements, representations or warranties between the parties other than
those set forth or provided for herein or therein. 



	 	8.10 	Counterparts;
Facsimile Signatures.  






                        This
Agreement may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. The
delivery of a signature page of this Agreement by one party to the other party via
facsimile transmission shall constitute the execution and delivery of this Agreement by
the transmitting party. 



	 	8.11 	Headings.  






                        The
headings in this Agreement are inserted for convenience only and shall not constitute a
part hereof. 



	 	8.12 	Severability.  






                        The
invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement. 



	 	8.13 	Venue.  






                        Each
party to this Agreement (a) submits to the jurisdiction of any state or federal court
sitting in New York in any action or proceeding arising out of or relating to this
Agreement or the other Transaction Documents, (b) agrees that all claims in respect
of such action or proceeding may be heard and determined in any such court,
(c) waives any claim of inconvenient forum or other challenge to venue in such court,
and (d) agrees not to bring any action or proceeding arising out of or relating to this
Agreement or the other Transaction Documents in any other court. 






(Remainder of page
intentionally left blank) 










15 













            IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first
above written. 




	NPS PHARMACEUTICALS, INC.


	 
	By:   	/s/  Hunter Jackson 
	 
		Name:	Hunter Jackson
	 
		Title:	President and CEO
	 








	NYCOMED DANMARK ApS


	 
	By:   	/s/  Hakan Bjorklund  
	 
		Name:	Hakan Bjorklund 
	 
		Title:	President and CEO
	 


















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